Octavius vs Grievous
by LemonyShepard
Summary: Spider-man Star Wars crossover. The title says it all! When the two baddies get brought back to life, a bizarre twist of fate leads them to the battle of their lives! Will one atone for his sins, or will the other conquer the world? COMPLETE!
1. The Resurrections

_You will become the most powerful Sith in the entire galaxy…_

Sweat poured from his brow as another arm grabbed a steel pole and pulled his body up.

…_You will become wiser, more powerful than I have ever dreamed of being…_

Sparks flew as the antemantium claws collided with the metal of the suspension bridge cables.

…_You shall transform from a mere bionic being to a deadly warrior…_

At last his feet stepped down on the pavement of the Brooklyn Bridge. His head shot around in all directions, looking for his target.

…_I shall teach you to become one with the almighty Force. Use it to fulfill your dark purpose…_

At last, a dark silhouette cast a shadow over the bridge. Octavious narrowed his eyes behind his tinted sunglasses. He needed to gain his peoples' trust.

_Destroy all Light in your path!_

OCTAVIOUS vs. GRIEVOUS

He felt water all around his cold body. He was lying on the floor of theEast River. His mind raced as his eyes fluttered open.

_'Wait." He thought to himself. 'I…I'm alive?'_ The last thing he remembered was sinking into the river along with his fusion experiment, which was growing out of control. He also remembered a young man named_…'Oh, what was it…? Parker? Yes, that's it: Peter Parker. And…the girlfriend…Mary Jane, I do believe.'_

But…how? How has he survived? It was impossible for an ordinary man to- _'Wait!' he exclaimed in his head. 'I'm not an ordinary man! I remember now!'_

He felt behind his neck and felt his robotic spine fused into his back. He smiled. _'I am not an ordinary man. I am Dr. Octopus!'_

His 'smart arms' slammed down on the ground then rocketed the doctor off towards the surface. Eyes closed, Otto's arms grabbed the base to the Brooklyn Bridge and pulled him up. Water dripped down from his trench coat as his feet slammed down on the cement surface of the bridge.

Octavious opened his eyes and began to smile, but it soon turned into a disgusted frown. All the cars on the bridge have slowed to a stop. All of the people traveling between islands stared with fear into the former villains eyes. It was dead quiet with the exception of the waves beneath them and the deep breathing of the doctor.

"Good citizens of New York!" he called out. "I am Dr. Octopus! Many of you know me as the man who once drove fear and pain into the heart of this city! But, rest assured, I am a new man! I did not die a monster, and I promise to restore the damage I've caused! I will join Spider-Man as the protector of this city!"

The people just stared at the man with fear. They were not ready to trust this man, who, just about a year ago, nearly destroyed a train and the entire city with overpowered energy. It was silent for a few seconds, but a man then cried out "Go away!"

That caused an uproar. The citizens began yelling and throwing things at the poor doctor, who protected himself with his four giant arms. Anger, fear, and frustration flowed through Otto as his arms began twitching.

_'You don't need this…'_ a voice in his head told him. _'No, you do not…'_ another said soothingly. Octavious shut his eyes tightly, fists clenched. _'Destroy them!' _an arm told ordered his host. "No!" Doc Ock cried. "You controlled me once, I will _not _let you do that again! We are to help these people, not hurt them! Come, take me to Parker. We must talk."

* * *

Elsewhere, far in another galaxy, another resurrection was occurring. Electricity poured through his metal exoskeleton as Repair Droids put his body back together. Behind the laboratory, a dark figure was observing. Laughing an evil laugh that was recognized and feared throughout this galaxy. 

"Soon he will be complete," the Emperor was telling his new apprentice. "And the Sith and my new Empire will truly rule this galaxy with an iron fist."

The Emperor's new apprentice, Darth Vader, was just born. A few months ago he was Anakin Skywalker, a young Jedi Knight who was seduced to the Dark Side of the almighty Force. Now, after having his limbs cut off by his former master and his torso burnt to nearly a crisp, he was more machine than man. And he was pure evil.

"Yes, my master." Vader's voice boomed through his mask. His eerie, almost hypnotic breathing was at a steady pace, though he was jealous of this new creature already getting the title of 'New apprentice.'

Steam blew out the exhaust vents of the operating table. Project: GRIEVOUS was nearly complete. Palpatine smiled an evil, toothy grin.

"Lord Grievous, can you hear me?"

Vader cringed. That was the exact thing his master said to him when he was first being resurrected.

Some sparks, a hint of coarse breathing, then, "Yes, Lord Sidious."

Palpatine smiled again. "Rise then."

Grievous opened his eyes slightly. He took a moment to catch his breath, then stood up. His conjoined arms hung lifelessly for a second or two, but then they rose with his command. He took one awkward step, then another. His reptilian eyes shone brightly underneath the operating light.

"You are to become a Sith Lord like young Darth Vader." The dark lord stated. "Apprentice,"

Vader looked into the deadly, yellow eyes of his master.

"…Leave us."

With a scowl, the apprentice did as he was told. The Emperor then led Grievous to his throne chamber. He grabbed a dark Sith robe for the general then sat down at his throne.

"You will become the most powerful Sith in the galaxy," Palpatine started. "You will become stronger, more powerful than I have ever dreamed of being."

Grievous could not believe what he was hearing. He was very anxious to join the Dark Side and assist the Emperor in taking over the Universe. He stood there in throne room, taking it all in.

"You shall transform from a mere bionic being into a deadly warrior. I, of course, will teach you to become one with the almighty Force. Then…you will use it to fulfill your dark purpose."

Grievous's eyes narrowed as he smiled behind his skull-helmet. "Destroy all Light in your path!"


	2. The Futures of Light and Dark

It was night, but he could hardly tell from where he was standing. Dr. Octavious's arms were grasping onto the top of a giant neon light. _The Daily Bugle _is what it read and if the doctor was ever going to find Spider-Man, this was the place to be. He hung there for nearly an hour, and his metal arms started complaining.

_'Master…' _one started. _'We are tired and wish to relax…'_

"I thought I told you to be quiet!" Otto nearly screamed.

_'But Master, Parker will never come to you…" _the lower right arm stated. _'We must go to him…'_

"If I go searching for him, you monsters will influence me to kill people again. I can't do that! You creatures are a gift to me, and I must use them for the benefit of mankind."

_'Do not give us that crap!' _one said loudly. _'We are more than gifts to you! We are your Creations! Your Children!'_

_'Indeed…' _another said. _'You are like God to us…We love you, Master…'_

"You idiots can't love!" the doctor yelled again. "I created you to help me with my research on sustained fusion. I didn't plan on having to baby-sit a bunch of whiny brats such as yourselves!"

The two lower arms dropped in sadness while the two upper arms remained grasping the neon light. Octavious pet one of his 'children' slightly.

"I'm sorry," he said quietly. "I didn't mean to lose my temper. But you must understand that if you wish for me to 'love' you, than you must obey me, such as a real child would do. Do you understand?"

They gave slight nods, and then looked up suddenly. _'It is Parker!'_

Octavious smiled nervously. It has been awhile since their clash at the dock and he prayed that Peter would forgive him. He saw a silhouette in the distance, a built man with string coming out of his hands. Parker was still playing the hero gimmick.

However, Otto also noticed another shadow, this one with blue electric bolts emerging from it's hands. The doctor recognized him almost instantly.

"Shocker,"

This was his chance! He would go down there, help fight off the electric baddie, then Spider-Man would have to forgive him!

Loud clinking noises could be heard as Doc Ock climbed down the Daily Bugle building and joined the fray. A metal arm caught the Shocker by complete surprise and he went flying into an opposing building. Otto smiled at his accomplishment, then turned and faced his former foe.

_"Dr. Octavious!" _Spider-Man cried. "How did you…I mean, what…?

"I don't completely understand it myself, Peter," the doc started. "But I'm back and I wish to help you."

The web-head looked nervously at the doctors robotic claws. "I don't think I can trust you just yet, whoever you are!" Peter said. "But if you wanna help me beat up this jerk, be my guest."

_'He doesn't trust you…'_

"Be quiet!" Octavious whispered to his tentacles, who then carried him over to the fallen foe.

"Dr. Octopus?" the Shocker exclaimed, holding his now-bruised head. "That's impossible! Man, I must've hit my head harder than I thought."

A web flew into the eye-holes of Shocker's mask. "Yeah, I'm beginning to think that myself, Shocks." Spider-Man said.

Blinded, the Shocker blasted currents of electricity aimlessly, exploding through cars and concrete, and just nearly missing the two heroes. When he got the chance, Doc Ock grabbed Shocker with a claw and catapulted him up in the air. Spider-Man then web-slung the helpless villain and hammered him into the ground. With a couple gasps and a muffled moan, the Shocker fainted. Spider-Man looked at his new ally.

"Well, I must admit," he said. "We do make a pretty good team."

"That we do, Parker." Otto said proudly. "I can now see why Conners called you 'Brilliant but Lazy.'"

Peter shrugged. "I'm trying a little harder, but being Spider-Man has consumed my life. It's hard to stay awake in his class when I spend all night…" he looked at the fallen Shocker. "…picking up trash."

"I understand," Doc Ock said. "Peter, follow me up to the roof of the Daily Bugle. We have to talk."

As they climbed up the building they heard J. Jonah Jameson screaming about something…_again._ Octavious couldn't help but smile.

"Has your boss gotten any nicer while I was gone?"

Peter laughed. "The possibility of Jameson getting nicer is the same as a creature from an alternate reality invading Earth." (Oh, how ironic is _that _statement?)

Once they reached the top, Otto sat down next to a small, wooden box employees from the Bugle forgot to throw out.

"Peter," he began very seriously. "Do you think it's possible for me to become a hero like you?"

Peter took off his mask and Otto saw the look of confusion and shock on his face.

"What do you mean 'hero like me?' The people of this city hate me. I get no credit at all for my hero work."

"But you do it just the same…Why?"

Peter looked at his feet. "Well…Because it's the right thing to do." He thought back to his dear Uncle Ben who died in his arms. _'With great power comes great responsibility.' _is what he said, and those words stuck in Peter's heart like a knife. Even though the work was hard and troubling at times, the young hero knew that he needed to do what's right, even if that meant giving up the things he wanted most.

"That's why I wish to join you." The doctor said. "I have nowhere else to go and…I know that's what Rosie would've wanted."

Peter looked at the sad expression on the former villains face and nodded slowly.

"You can try, doctor," he stood up. "But don't expect the people _or _the cops to like it. Chances are they're not going to welcome you back with open arms."

Otto nodded. "I understand. Thank you for giving me another chance."

Peter put his mask back on. "Your welcome," he started walking towards the edge of the building then looked back.

"Doc,"

"Yeah?"

"…It's good to have you back." And with that Spider-Man jumped off the building and webbed off into the night, leaving Dr. Octopus on the roof, smiling.

* * *

"Faster!" the Emperor cried. He just put his new apprentice into a large battleground on the shattered planet of Datooine. Storm troopers were everywhere, shooting at the Sith lord with blasters. Four training lightsabors of crimson color were in the four-armed cyborgs possession as he deflected blaster shots every which way. As a huge storm of troopers ran in his direction, he threw his hand out in front of him and concentrated. Although it wasn't nearly as powerful as his master's, his Force push sent them tumbling over like dominoes.

After a few more 'casualties', Grievous turned off his training sabors and approached his new master.

"Very good, my young apprentice." He said grimly. "Now you training is almost complete. To become a true Sith, you must destroy a Jedi."

"But the Jedi are extinct, my master." The cyborg stated. "You cannot expect me to kill a Jedi if there are none left."

"Ah, but there are, Grievous." The Emperor laughed. "I sense the Light side of the Force in strong amounts on the planet Dagobah. Go there and destroy the remaining Jedi."

Grievous smiled behind his skull mask. "Soon, the entire galaxy will be ours…without any Light to interfere."


	3. Osbourne's Revenge

**This chapter is a tad confusing and hard to follow but...just deal. (Oh and disclamer: I don't own any of these characters and none of these incidents actually occured)**

**-LemonyShepard**

* * *

"This is my Sector Distorter." The Emperor stated. He and Lord Grievous were standing in the TIE hangar next to a large machine. It was a large metal doorway with a keyboard on one side.

"It allows you to travel from planet to planet instantaneously." Palpatine smiled, showing his rotten teeth. "I have programmed the machine to travel to the planet Dagobah where the Light Side is detected."

"But, Master," Grievous started. "You cannot expect me to go to an uncharted planet and simply stumble across this Jedi. How will I find him?"

"The Force will guide you, young apprentice." Palpatine smiled. "Now before you go, I want you to take your true weapons."

The evil Sith lord then pulled out four black and silver cylinders. Lightsabors.

"These are the true weapons of the Sith. This one is very unique here. It is the recovered weapon of Jedi Master Mace Windu. Our Storm trooper units recovered it from the streets of Coruscant."

Grievous grabbed the hilt of the weapon and ignited it, revealing a strong, purple blade.

"This lightsabor is a legend on its own. It is the sabor of legendary Yoda the Whill, the most powerful Jedi of this millennium."

Upon turning on the lightsabor, the cyborg noticed that the green blade was very short. The two frowned.

"Um…you might want to turn that up a bit."

Grievous twisted the blade length adjustment knob and smiled as the blade grew.

"There." Palpatine said. "Now this is your lightsabor that you constructed as part of your Sith training." He handed his apprentice the gold and silver hilt, which ignited a red blade.

"And this last one is the tragic lightsabor of my old apprentice Anakin Skywalker."

He handed his apprentice the lightsabor that was Anakin's first, which he used in the very beginning of the Clone Wars but was stolen by Count Dooku. The four weapons ignited in Grievous's arms, giving off a rainbow of beautiful yet evil colors.

"Now, go into the Sector Distorter," the Emperor ordered. "Follow the Force and fulfill your destiny."

Grievous bowed respectfully to his master and walked into the doorway. Palpatine pressed a button, which caused the portal to glow. Sparks flew and gears churned, and Grievous vanished in a large explosion of light. Palpatine smiled.

"Fulfill your destiny," he chuckled. "And destroy all Light in your path…"

* * *

A dart flew across the room and stuck right on Spider-Man's forehead. Harry Osbourne was in his study, throwing darts at a printed picture of his hated enemy. Empty wine bottles consumed the floor of the study, which was incredibly unorganized.

"One of these days, Insect," he scowled. "I will have you where I want you: six feet under."

"Sir," his butler said, entering the neglected room. "The Board is here to see your experimentation of your machine."

"Already?" Harry jumped up and ran towards the door, tripping over bottles on his way. He was thinking of a way to save Oscorp from bankruptcy and created a device that allowed people to travel through time and space. The Board of Science was coming to observe how the machine worked and to see if it was worth their time.

He ran towards the laboratory and straitened his tie. This was his big chance to avenge his father. He briskfully opened the lab door and walked down, calmly, to his machine.

"Hello, gentlemen." He said calmly but still needing to catch his breath. "Today you will observe a revolutionary machine used to transport us into times and places we would only dream of seeing."

"Skip the speech, Osbourne!" one man yelled. "The last two times we even bothered coming down here to see your crack-pot inventions, it nearly cost us our lives."

"Please remain calm," he said. "We are not children here, we are scientists. I have learned from my past mistakes and made a machine that will truly help mankind."

"We'll be the judge of that," another man said sourly. "Turn it on."

Harry smiled with pride as he pulled the switch and sparks flew. The machine rattled and vibrated until it started glowing. The scientists stared in awe as the lights in the laboratory began to dim and the machines' rattling got louder and more intense.

However, the pride of Osbourne was short-lived. His precious machine soon died and the lights returned. Confused, Harry ran over to the machine and frantically pressed buttons and turned knobs. Furious, the Board members approached the young scientist.

"If your father was still alive he would disown you!" one cried. "Why do you even bother? Oscorp is dead!"

"P-Please, gentlemen, give me another chance. Just one week to repair and--"

Before he could even finish he sentence, a scientist pulled out a contract and ripped it in half, then led his team out the door. Crushed, Harry collapsed to the floor and wept.

"You shity machine!" he cried, kicking it. "Yeah, that's right! You're shity! I hate you! I HATE YOU!"

A flicker of light and some rattling and the machine started up again. The young man stared in agony at his creation.

"No!" he cried again. "No, don't do this to me again! I don't think I can take another failure!"

But this time the machine didn't fail. It, in fact, worked perfectly, but not the way he nor Grievous hoped.

A large, tan-colored creature emerged from the glowing doorway and stared at Harry with hatred in his eyes. Osbourne, on the other hand, stared at the creature with fear. It pulled out four black tubes, which ignited brightly-colored blades. They were weapons and Harry knew it. This creature came from another dimension.

Grievous was about to attack this stranger but then stopped and put his lightsabors away. He didn't feel the Force at all in this creature, nor did he feel it on this planet.

"Tell me," he said in a voice that sent a chill down Harry's spine. "Are you a Jedi?"

"N-No…" the human said shaking. He didn't know what to say to this alien so he stated, "My name's Harry Osbourne and this is my laboratory."

Grievous looked around suspiciously. "This doesn't look like Dagobah." He thought out loud. "Tell me, Harry Osbourne, what planet am I on?"

"You…You're on Earth." He responded.

_'Earth?' _the Sith lord thought. _'I have never heard of Earth. My Master's machine must have been incomplete or improperly made.'_

The cyborg looked at Harry's machine then back at the human. "Send me back, human, or I will destroy you and your kind!"

Sweat poured down from Osbourne's face as he thought. _'I can't repair this!' he thought. 'I don't even know where this creature came from…wait…'_

"Destroy Spider-Man," he ordered. "And I will send you back to…Dagobah or whatever."

"Spider…Man?" Grievous asked. "Who is this creature of which you speak?"

"He killed my father a long time ago." Harry said angrily. "And I have sent many…" he thought. "…bounty hunters to kill him, but they were all killed by him. If you destroy him, I will send you back."

"Where will I find him?"

"Go find a man dressed in blue and red with two giant white eyes. Look for him scaling the walls of this city." Osbourne gave a slight smile. "You'll have no trouble finding him."

Grievous nodded then ran over to the window of the laboratory. He looked back at Harry and said, "Have the machine ready." before jumping out.

Harry walked back up to his study and grabbed his knife. He studied the amazing detail of the artwork on the blade before facing the dartboard again.

"Soon, Pete," he said grimly. "You'll pay for what you've done." He threw the knife, which stuck right in the middle of Spider-Man's face. Harry smiled.


	4. Disturbance at the Daily Bugle

**Yeah, so this beginning really mirrors Peter's decision in Spider-Man 2, only with Doc Ock. I spent alotta time on this (unfortunately not the fight scene) so...yeah...HAVE FUN! (and from this chapter on I'll actually spell 'Octavius' right)**

* * *

Octavius sat on top of the Chrysler building staring, miserably, at all the citizens of his city. They were all so…happy. Like, none of them needed to hide away or pretend to be someone they're not. They could just walk the streets of New York and live their lives. 

Otto looked at his robotic arms and cringed. He couldn't live the life of peace that he once had. Now he had what Peter Parker had: a gift…and a curse. A gift that he would use to help mankind, yet a curse that would consume his life. A curse that forced him to give up his normal way of life and become extraordinary. A curse that made him a hero.

_'But I don't want this life anymore,'_ he thought_. 'I want my old life back. A life without these dreadful creatures to interfere. A life of my own…'_

But even if he could get rid of his assistants, he would still be Dr. Octopus, and his life would never be the same again. He would still walk down the streets of his former home in fear that people would recognize him and call the police. He would never find a job and end up like the many bums on the streets, living in cardboard boxes and living off of nickels and dimes they find on sidewalks.

But, above all else, he could never live an ordinary life without Rosie. She was gone and there was nothing he, nor his accursed arms, could do about it. He missed her so much with every passing day and longed to be with her again.

_'But why can't I die?'_ he asked himself. _'Why is it that when I drowned in the river I survived?'_

_'Because we wanted you to…'_ one arm said suddenly. Octavius shot the claw a look of hatred and despair.

"What!" he cried.

_'We did not want you to die…'_ another antemantium claw said. _'We wished to live and start live anew.'_

_'Finish the Project…'_

"The project is over! Sustained fusion is a speck of dust compared to ones life! I wish to die, Smart Arms, and if that means destroying you than so be it!"

_'It is what Rosie would have wanted…'_

Otto stopped and lowered his head. The arm was right. His own creation taught him something that he never would've thought up on his own. He knew that with every heartache and sorrowful thought passing through his mind, Rosie was watching from the heavens, protecting him.

"You're…right." He said quietly. Then he slowly pet his robotic arm. "Thank you."

_'You are welcome…'_

"Octavius!"

It was Spider-Man and he was web-slinging through the city again. He landed swiftfully next to the doctor and quickly caught his breath.

"What is it, Peter?" Otto asked.

"There's a disturbance over on the Daily Bugle building. Some sort of monster has been tearing the place apart."

"Do you want me to join you?" Doc Ock asked, already knowing that Parker's response was going to be 'yes.'

They nearly flew though the city, Spidey web-slinging, Octavius crawling on his arms, until they reached the Daily Bugle. Spider-Man landed on the top of the building.

"We're gonna have to split up," he said to his tentacled team mate. "I'll go down through the fire escape, you go up through the back entrance."

Otto nodded then quickly climbed down the tall building. He landed on the cement hard then ran in the direction of the alleyway entrance. This was his chance.

Spidey slowly crawled in the fire escape into the darkened room. His Spider-Sense could warn him if anything was coming, but he sensed nothing.

_'There's nothing here.'_ He thought curiously. _'Could it have been a prank pulled on me by the police? I know they don't like me much, thanks to J. J. and his newspapers.'_

Before he could think anymore, a metal foot emerged from the darkness and kicked him hard in the face. Peter went flying into the opposing wall and winced.

'_What was…?'_ Another kick, this time hard in the stomach, sent him flying out of the room, out the fire exit, and back on the roof. He staggered to his feet.

"Who are you?" he called into the darkness. A fist responded to his question, which sent out friendly neighborhood Spider-Man flying once again. He landed with a _THUD! _on his back. He got up and groaned with pain.

_'Now why didn't my Spider-Sense warn me of that?' _he asked himself.

A tan creature burst out of the fire escape and landed hardly on the roof. His face was like a skull and his eyes were strangely like…Dr. Connors's? He wore a black robe and his entire body was skeleton-like. In his four arms he carried black-with-silver cylinders.

"Who are you?" Peter asked again.

"My name is of no importance, Spider-Man." The creature said in a voice so cold and dark it reminded Parker of all the villains he's ever faced.

"How do you know who I am then?" he asked.

"I was sent here by a humanoid called Harry Osbourne to destroy you!" He called out and ignited his weapons. The purple, blue, green, and red blades didn't seem like too much of a threat to Spidey, but he remained cautiously, on his toes.

_'Harry sent this thing?'_ Peter thought._ 'Oh, great. He unmasks me one day and sends an assassin the next. Some friend.'_

"This talking doesn't amuse nor distracts me." Grievous said. "You will die today, Light creature. And I will kill you!"

He sprinted right at the arachnid hero and swung a blade. Spidey dodged it by a hair and shot some webs at the creature. Grievous easily evaded the webbing and stroked once more. He jabbed two of his sabors at the hero's chest (which Peter dodged once again) then used his other two to strike the arms. He just barely missed slicing off one of Peter's hands, then growled and kicked once again.

Peter got thrown off the building by the force of that last kick and smashed through a window of the neighboring building. He webbed up two sides of the window and used the Fling-Shot Jump he's used so many times in the past.

He soared through the air and kicked Grievous hard in the head. He landed and punched his hard in the face, but Grievous refused to admit defeat. And with that, he lit a lightsabor and sliced…

_CHING! _Spider-Man opened his eyes again and Grievous looked at his blue lightsabor that was supposed to end his targets life. It was deflected by a large metal arm.

"Dr. Octavius!" Peter cried happily.

"Come on, Parker," he said grimly. "Let's finish this cretin."

Grievous stared once again at the robotic arm. His lightsabors should've easily chopped right through it, but this metal was something he hadn't encountered before.

"Antemantium," Otto said to the creature. "An indestructible metal. So your little toys aren't going to help you much in that department." He smiled, triumphantly.

Grievous also smiled. "Your faith in your ancient technology is your weakness." He jumped up and kicked the two both in the face. Doc Ock's arms kept him balanced as Spidey went flying once again. A metal arm burst into Grievous's face, forcing him down to the ground. Lightsabors lit, the dark lord jumped back up and sliced the doctor's robotic arms.

Engaged in total melee, Doc Ock and Grievous fought fiercely. Doc Ock blocked Grievous's lightsabors again, picked him up with a claw, and threw him down to the ground. The Sith apprentice got up quickly, however, and used Force push to knock him clear over the ledge!

Octavius fell about five feet when his claws grabbed hold of the side of the building and pulled him back up to the roof. However, this creature was gone and Spider-Man was greatly injured. He picked up the fallen hero with his claws and looked off into the city.

_'Next time,'_ he thought. _'It won't be so easy to get away.'_

**

* * *

No, no, that's not it! I know this fight scene...well...kinda sucks, but in the next couple of chapters we'll see Spidey take on this galactic baddie solo and then...the ULTIMATE CONFRONTATION! (did I spell that right?) **


	5. A Response from the Death Star

**I'm not sure what this is...no fighting, no Spidey, not much of anything except Grievous talking to the Emperor and Otto talking to his arms...**

* * *

He was hidden on the roof of a small building. He could hear the sounds of these grounded vehicles honking their horns. How could they get anywhere if these vehicles didn't fly? He pondered on this for a very short while until he caught hold of his curiosity. He had a mission and needed to accomplish it. 

He pulled a small, thick disc from his robe pocket and pressed a tiny button. At first there was a small flicker of blue light, then a complete hologram of a dark, sinister man.

"Lord Grievous," the Emperor said in a dark, muffled voice. "You have not terminated the Jedi yet. What are you waiting for?"

"Master, you must've set the wrong coordinates." His apprentice responded. "I am on an uncharted and rather small planet called Earth. There are no Jedi here."

"Well then find the nearest ship and fly to Dagobah. You're a good enough pilot."

"No, Master, you don't understand." Grievous said with a hint of worry in his hoarse voice. "This planet is very primitive. They have no flying vehicles."

_"No flying vehicles?"_ Palpatine echoed. "Where is this planet? I wish for it to be the first target for our new Death Star."

"Master, this planet is very… astray. I have never heard of Earth before and…the presence of the Force is gone."

"This is truly a difficult situation you've gotten in,"

"Master, I beg to differ, but it was you who has gotten me into this situation, not I."

The Emperor gave his apprentice a look of fury and held his hand out. His thumb, index, and middle fingers outstretched, he began chocking the cyborg with the legendary Force. Grievous held his neck in agony and nearly dropped his trans-dimensional communicator.

"Never question me, young apprentice." The dark lord mumbled. "You are but a student and I am the Master. _NEVER_ question me!" He then released the former general.

"Now, I am afraid you are permanently trapped in this parallel dimension, Grievous." The Emperor said. "There is nothing more either of us can do."

"There is one, Master," the cyborg suddenly stated. "A humanoid by the name of 'Harry Osbourne' is willing to assist me. He, too, has a portal into other galaxies and agrees to send me back to our universe."

"Then why haven't you been sent back yet?" Palpatine asked, getting impatient.

"Harry Osbourne told me that he would only assist me if I destroy another human-like creature: a being by the name of Spider-Man."

"I have never heard of such a species." The Sith Lord thought out loud. "Well, then hurry up, apprentice. Defeat the enemy and anyone else who stands in your way!"

A certain humanoid with robot arms entered Grievous's mind as he responded, "Yes, Master, I will." and turned off his device. The Emperor and Darth Vader stood in the control room on the nearly completed Death Star. Palpatines other apprentice approached him and asked, "Is it not more convenient to send me to exterminate the Jedi?"

"You are young and impatient, Darth Vader. It will be a long ammount of time before you can do a mission on your own...especially after your embarresing defeat by your former Jedi master." And the Emperor walked off.

Vader watched him exit the room, then angrily used the Force to cause a nearby Medical Droid to explode.

* * *

Doc Ock climbed up the walls of the Empire State Building with fury. He had just finished bringing the injured Spider-Man to the hospital and the doctors there starred at him in absolute horror, as if it was he injured Peter. 

_'They just can't accept change, can they?'_ he thought.

_'Not if the one changing is a former villain…'_ an arm responded.

_'But I can change!'_ Otto cried in his mind. _'I can! They just…won't accept it.'_

_'That is how the people of this city think…'_ another said. _'They hate you for trying to do good…'_

_'They are looking for fear…'_

'_They want you to be evil again…'_

"Shut up!" he cried out loud. "I will not have this! Stop trying to seduce me! I will never become that monster I once was! I'm doing what Rosie would want…just like you said."

_'…We are sorry…'_

"Yeah, well, stop it, alright?"

_'Yes, Sir…'_

The five heroes climbed up until they reached a small balcony. Otto sat down and let his tentacles rest.

"But what was that thing?" he asked out loud again.

_'It certainly was a unique creature…'_

_'Perhaps from an alternate galaxy…?'_

"An alien?" Octavius thought. "No, that's impossible. We are alone in this Universe. Every good scientist knows that."

_'But…perhaps it is an alien…?'_

"Yes, perhaps it is? It's possible, but definitely not probable! Aliens in today's world are as scarce as goblins and talking animals! They just do not exists!"

_'Then what do you think it was…?'_

Octavius thought hard. He, in fact, didn't know what he thought it was. "Perhaps…it was…a robot." He said at last. "Yes, a robot created by the government to eliminate Spider-Man."

The tentacles were silent for a long time until, _'Why would the government want to kill their hero…?'_

"Well...because…" the doctor buried his face in his hands. "Oh, I don't know. It probably was an alien from another universe. I'm just…so tired right now."

_'As are we…'_

_'Let us sleep, Good Doctor…'_

_'You will need the energy…we all will…'_

"Thank you, children." Otto said gratefully. "You are not the most well-behaved kids, but you're the best a…misunderstood doctor could ask for." He smiled and stood up.

"Let us go back to our shelter," he said. "I'm really tired." And with that, the great Otto Octavius climbed over to their secret shelter on the rooftop of a small bar and slept, through all the noise and commotion of the busy city.

* * *

**Hm...yeah sorry I was kinda bored and not really motivated to move on. I really want to get tothe fight between the web-slinger and the cyborgic Sith,which ultimately results in the birth of a new Spidey villain, but with no responses...why bother? Anyways, next chapter: SPIDEY VS. GRIEVOUS! No Doc, no Ock, no interferences! Just an all-out battle royal! See ya then...and PLEASE respond!**


	6. A Deadly Accomplishment

**Whew!** **Well after a long period of writer's block (and a few new stories), I have managed to complete the sixth chapter in this crossover. Yeah, I know alot of you might be disappointed in this fight, but this story is called _Octavius vs Grievous_, not _Spidey vs Grievous _(though that would be interesting). I assure you that I am working on the final battle right now, even though the next chapter isn't it. **

**_anacsadder: _Hey, no need to apologize. I've gotta leave for camp, too, in like two or three weeks, so no problem. I'm just glad that your following my story! It makes me feel happy! Appreciate, I do, your positive comments. Picture of Grievous, I'm glad you saw, so a picture in your head, at least you have, when this story, you're reading (wow this Yoda thing is hard)!**

**_Repto:_ Yeah, I know this thing's going by a tad fast, but have you ever read C. S. Lewis? Or Lemony Snicket? They really don't discribe a whole lot either, and all their books are becoming _films! _Hey, if it worked for them...**

**As for Yoda, well...Hard to see, the future is! ;)**

* * *

Peter Parker was just leaving the Daily Bugle with his little bundle of cash. He needed every cent he could to help his beloved Aunt May with her taxes. He worried about her every single day, every since his Uncle Ben died. 

"Well, another day, another low-budget pay from good ol' J. J." he said to himself while slipping the money into his pocket and smiling at his rediculous rhyme. He pulled his red and blue gloves out as well and put his mask on. In no time he was New York's web-slinging hero.

He jumped off the top of the Daily Bugle and web-slung downtown. Once he got to Times Square, however, he saw among the lights and sounds a dark silhouette. He stopped and landed at the top of a tall building and watched the shadow disappear into an alley.

"Could it be the doctor?" he asked himself. "Or maybe that weird robot thing?" He rubbed his hand on the top of his head. "Why isn't my Spider-Sense warning me of him? Maybe…it's not dangerous?" He shook his head. _'No,'_ Pete thought. _'I know he's a threat. He nearly killed me a couple weeks ago.'_

Once the creature was gone, Spidey continued swinging across the square. 'I wonder if Aunt May's cookin' any hotca…'

A strong kick in the stomach fiercely interrupted him and sent him flying into a brick building. He fell about a hundred feet until he grabbed the side of the building and stuck to it.

"You must die tonight, Spider-Man!" Grievous shouted as he jumped in Spidey's direction. His robo-raptor claws slammed down on the side of the building and pierced it, sticking the Sith lord to the wall as well.

Injured and without his legendary Spider-Sense, Peter Parker tried his best to fend off this horrible assassin. He jumped high into the air and started web-slinging towards the dock.

_'He's made of pure metal,'_ the hero thought._ 'If I can just get him into the water, he'll drown…I hope.'_

Grievous used his special Force Jump to leap from rooftop to rooftop, keeping closely up with the web-head. Once they reached the dock, Spider-Man landed and hurled two web-balls. Grievous blocked one, but got another in the face. He grunted and he fell to the ground on his back.

Quick as a flash, the evil cyborg jumped up from the ground and punched Spidey into the ground. He then attempted to step on the hero by crushing him with his claws. Peter was too quick, however, and jumped up and kicked the villain into the air. He then used his webbing to force him back, and then punched him again.

Grievous was getting damaged fast and needed to finish his target once and for all. He pulled out one of his lightsabors and began igniting it, but Spidey webbed it up and threw it into the water.

The alien was now fuming. "Spider-Man," he yelled to his adversary. "You are, indeed, a noble fighter. But it is time to stop playing. You are going to die!"

An amazing combo of out-of-this-world punches and kicks bruised our hero up pretty quick. Grievous then used his almighty Force to pick up a huge wave of water. Spidey starred at the wave in horror.

Grievous kept the wave up for a second then shifted it into a floating water-ball the size of a small car. Peter could see tiny fish swimming confused around inside, but had little time to worry about marine organisms.

In second, Grievous forced the huge water-ball down on top of the arachnid protagonist. He collapsed to the cold, wet cement hard, breaking one of his arm bones. Getting up slowly, Spider-Man webbed up the villain's feet, tripping him.

Peter ran in the cyborg's direction, and kicked him hard. The Sith lord let out a cry of pain and flew into the air and, almost miraculously, landed on a small buoy.

The floating marker sunk down a little bit then popped back up with no Grievous in sight. Spidey let out a long sigh of relief as he dusted himself off. He looked over at the buoy and gave a slight smile.

'Well, whatever-you-were, your days of killing are up." He turned to walk away, then shot a quick glance back at the water. "I sure hope that robo-suit you were wearing wasn't rented."

He began to walk away when a disturbing thought entered his mind. _'It almost seems too easy.'_ He thought. _'He was so bent on killing me, it's almost as if he wouldn't give up like that.'_

But then another thought entered his mind, this one stronger and more forceful. _'He's dead.'_ He thought._ 'I know he is. There's not another thought in my mind that he could've survived.'_

As if in a trance, he slowly walked back to the dock and stood there, as if waiting for someone. Grievous then found his opportunity and jumped out of the water, kicking him hard in the face. Spidey screamed in shock and pain as he flew back once again. His enemy wasn't dead after all.

_'Was he, like, hypnotizing me into thinking he was dead?'_ he asked himself. _'Were those strong thoughts that interfeared with my mind really his hypnotic powers?'_

It was, in fact, Grievous's Mind Trick, and he was going to finish off his foe once and for all this time. Peter ran at the cyborg with all his might and jumped up, getting ready to send him flying with another kick. But, quick as a flash, the Sith lord ducked out of harm's way and ignited his crimson lightsabor.

Spider-Man held his head for a while and then threw himself at his target, ready to punch. However, as if in slow-motion, Grievous evaded the attack and swiftfully sliced his weapon threw Peter Parker's wrist. With a screech of pain and a groan of agony, the legendary Web-headed hero's hand fell from his arm to the concrete.

Crying in pain, Spidey struggled to stand up. But Grievous wasn't showing any mercy, for he then unleashed his mighty Force choke. Peter held his throat, choking literally to death, as his body slowly collapsed to the ground.

Smiling inside, the evil assassin picked up the lifeless corpse and threw it into the cold waters of the harbor. As the fallen body of New York's greatest hero slowly sunk to the floor, a soaked Grievous shook himself off, pulled the hood of his dark robe over his head, put his lightsabor away, and left the scene.

Merely moment later, Doctor Octopus was drawn to this 'scene' in which he searched eagerly for his ally.

"Peter!" he cried. "Spider-Man!" but his friend was nowhere to be found.

_'The water…'_ a tentacle shuttered. Octavius looked into the dark liquid.

"What about it?" he asked.

_'There is a life source…'_ it said ghastly.

"What?" Otto fell to his knees and looked into the harbor's dark waters. "Peter must be down there!"

_'How do you know he is in danger…?'_

"Because…I just…do." Truth be told, the doctor didn't know either. "I just have this…feeling, I guess. Like, Spider-Man has his Spidey-Senses. Perhaps I, too, have a precognition that I am unaware of?"

_'Perhaps you do…'_

_'Then we will accompany you to these depths…'_

_'Though we do not like it…'_

Octavius smiled uneasily. "Yeah, well, neither do I. But Peter would dive in for our safety. We should do the same."

One tentacle nervously clamped down on the side of the dock, followed by another, and another, until Doc Ock and all his robotic arms were emerged in the cold water. Octavius could hear his tentacles shivering, which he found curious. His 'smart arms' were acting very strangely. He didn't design them to love or fear or hate, but instead only for assisting him with his research on fusion.

But, as he found out, his arms were like real people. They did love him, as they hated Grievous and feared the waters. This could be an advantage or a handicap in battle, but Otto Octavius was with his children every step of the way.

_'Look…!'_

Otto squinted even harder as he looked deep into the depths. Soon, he let out a slight gasp (which ended up choking him a bit) then extended his arms to pick up the silhouette he found, slowly descending to the ocean floor. It was Peter Parker, and he didn't look good.

* * *

**For anyone who has had their arm chopped off by an evil villain from a paralell universe, now you know how Spidey feels right now. And for anyone who has not lost a limb, well...consiter yourself _lucky _and _normal!_**


	7. A Goblin's Encore

**Alright so a lot of you guys have been arguing that many happenings in my story aren't true. So I've come up with this handy-dandy answering system, so I can clear up any and all arguments.**

**1. Argument: General Grievous doesn't use the Force. He was just trained to fight with lightsabors by Count Dooku.**

**Explanation: Grievous is a Sith lord in this story and was trained by the Emperor in chapter 2 to use the Force.**

**2. Argument: You can only use Force Mind Tricks on the weak minded. Grievous somehow managed to use it on Spidey to block his Spidey-senses. How's that?**

**Explanation: Grievous isn't using the Mind Trick on the web-head. Instead, the simple presence of the Dark Side of the Force makes him invisible to the senses.**

**3. Argument: Grievous can't use the Force at all. He's only a robot and has no midiclorioans.**

**Explanation: Grievous was once an alien called a Kaleesh. He was destroyed…I forgot how…but the Confederacy rebuilt him as a terrible killer. Since he still has living organs (heart, brain, etc.) he has the potential to become on with the Force.**

**4. Argument: So...how did Doc Ock come back to life anyways?**

**Explanation: Well, the A.I. in the arms stayed alive, while Octavius himself drowned. The arms worked their A.I. together to bring their host back to life. Now, if the Doc still had his inhibitor chip, that wouldn't be able to work because that protected his brain from the arms A.I.**

**And now back to your regularly scheduled program already in progress:**

* * *

"He is gone, my master." Grievous said coldly to the hologram image of Sidious. The Sith master smiled an evil grin.

"Good," he responded. "Now go back to the humanoid and teleport back to Dagobah. You must finish this mission."

His apprentice bowed respectfully. "Yes, Master." He turned the hologram off and began his journey to Harry Osbourne's lab. It was raining hard and the cyborg's black robe was getting drenched, but he had no time to think about these matters. Dagobah was his destination and that's where he was going to go.

He crawled up the side of the Oscorp building and smiled. He sensed Harry's presence in the lab. Soon, he would be back on his mission.

Osbourne nervously climbed out of a small glass pod, sweating. His experiment had worked; now he needed to test his new powers. He grabbed a small velvet bag and slipped it on his shoulder. Just then, he heard a noise coming from his bedroom window.

He ran to the room to see the cyborgic killer standing there, the window shattered. He looked more diabolical than ever, with his drenched cape hanging down his back and lighting illuminating his masked face. He took a few steps toward Harry, who was wearing a somewhat familiar green armor.

"Harry Osbourne," Grievous started. "I have destroyed your Spider-Man target. Now, I trust that you held up your end of the deal."

Harry started shifting nervously as he responded, quietly, "Please follow me."

Together the two villains descended toward the laboratory. Once the large metal door opened, Osbourne flipped a switch, causing lights to illuminate the room. The white walls seemed to blind Grievous for a second or two, but the cyborg was too interested in his return to his world to complain of bad lighting.

Harry led him to a small section of the room where the portal was, exactly as the two had left it. Dust was even gathering on the control panel. Grievous looked, confused, at the machine, and then shot a look at the human.

"I trust that you did complete the machine, correct?" he asked. Harry walked over to a small cabinet and opened it, grinning menacingly.

"No," he responded, shocking the General. "I was too busy working on something else. Something far more important." And with that, he pulled out a large green helmet. The eyeholes on it were large and yellow, and the teeth made it resemble a demon from horror stories. He slipped it on his head and officially donned the guise of the Green Goblin.

Grievous growled loudly and fiercely. "How dare you defy me, human!" He whipped out two of his lightsabors and charged at him. However, Harry had prepared for this moment and punched the Sith lord right in the face. Stunned and a little shaken, Grievous got up and charged again, this time kicking Harry with lighting speed.

Osbourne got shot up against the wall by the force of the kick, but then got right back up and kicked Grievous back. Dodging every swing of the blue and red lightsabors (resembling Spider-Man's colors, which made Harry fight with more rage than ever), he socked the robotic killer in his stomach, making Grievous let out a loud and rough cough. The General then jumped and clung on to the ceiling, feeling the Force flow through him. He laughed.

"You have power, human, I will give you that," he said. "But you lack speed. I shall still be victorious."

Harry smiled behind the already grinning mask and pressed a button on his wrist. In seconds, a purple glider burst from behind the door. Osbourne jumped up at exactly the right time and planted his feet on the flying death trap. Grievous widened his eyes in surprise then cursed.

He jumped down and ran towards the glider, which flew out of harms way and started firing machine gun bullets. Grievous pulled out his remaining two lightsabors and, with amazing speed, deflected every bullet.

Harry grimaced as he commanded the glider to activate the blades, which shot out of the front of it, like a deadly and sharp battering ram. He flew down and hit Grievous head-on with the blades, which knocked him to the ground. He shot back up and ran towards the door.

"Oh, no you don't!" Harry screamed as he shot a missile in the Generals direction. Grievous jumped out of the way just in time then shot out his hand. He then used the Force to rip all of the nuts, bolts, nails, and screws from the glider, causing it to fall to pieces. Harry, too surprised to do anything, fell from the glider and landed hard on the ground. The Sith lord grabbed Harry and threw him out the door with much strength. The Green Goblin smashed through doors and walls until he landed hard on the floor of his room. He continued rolling until he fell out the shattered window, grasping on to the ledge at the last second.

Grievous ran into the destroyed room and laughed. "You have courage, Harry Osbourne, but you were too confident in this technological suit you have constructed. Now, I win!"

He slammed his metal foot down on Harry's hand and began crushing it. The Goblin screamed in pain and fear.

_'What the hell is this thing?'_ he asked himself. _'It's so powerful. It makes Spidey seem like a real bug. It could rule our planet with an iron fist if someone doesn't stop it.'_

"You lose, Osbourne!" Grievous cried as Harry's grasping hand lost hold of the ledge and he began falling. Grievous laughed once again then ran in the direction of the lab. However, soon he stopped in his tracks. He didn't hear Harry fall, nor did he hear him slam on the pavement below. His eyes narrowed. Harry wasn't dead yet.

He ran back to the room to see the Goblin hanging from a large metal tube that was connected to a dark looking man. Grievous recognized him and sneered. The man frowned himself removed his dark sunglasses.

"I think you dropped something." Octavius muttered.

* * *

**Alright, fan fic fans (wow, try saying _that _5 times fast), the next chapter is the one you have been waiting for! OCTAVIUS VS GRIEVOUS in an all-out melee atop the Brooklyn Bridge! This chapter _will _take a while to complete, but I'll cya then!**


	8. Octavius verses Grievous

**This is it, ladies and germs! The final battle! This is only the beginning of, i think, three chapters of fighting. Who will come out victorious? Will it be Dr. Octopus, who is a misunderstood genius who simply wants to change? Or General Grievous, a cyborg of twisted evil who simply wants to destroy all light in the galaxy? This _is _Octavius vs Grievous!**

* * *

Grievous snarled as he walked towards his adversary. "How dare you show your face at me again, human." He shouted. Otto frowned.

"Hey, I think I should be saying the same to you!" he shot back. "I mean, after all, you did fight us after destroying half of the Bugle building, then you nearly killed Spider-Man, and now you're attacking Harry Osbourne?" He folded his arms and cocked an eyebrow. "I think somebody has anger issues."

Grievous growled again. "You do not talk back to me, Earthling." He snapped, pointing a finger. "You do not know who I am nor what I have done. I have assassinated dozens of Jedi Knights with ease," He lowered his reptilian eyebrows. "And I gladly do the same to anyone who stands in my way." Octavius grinned.

"Not anymore."

A metal tentacle shot out at Grievous as Otto began his attack. The general ducked down at the last second and kicked the doctor in the groin. Otto got sent back in excruciating pain, but with the help of his arms he got back up and began to fight again. He got this close to being a hero and earning his people's trust. He wasn't about to give up now.

Grievous pulled out one of his lightsabors and leaped in the air, then sliced down and struck Octavius's arms hard. Cringing in pain, Otto grabbed onto the general's robe and swung him into the air, high above all the buildings in New York (they were still fighting on Harry's balcony).

Grievous looked down on the rooftops as he began to fall. He spotted a more suitable fighting location in the corner of his eye. It was long, quite wide, and seemed to be sturdy enough to hold two such amazing fighters.

_The Brooklyn Bridge_

He landed hard on the concrete, causing a small tremor on impact, and ran in the direction of the long arenaOtto starred at his opponent run and growled.

"You won't get away so easy, cretin!" he cried out, but the cyborg continued running, causing screams of terror to pop up all over the city. Octavius needed to stop him before he got out of sight. He began scaling the side of the wall of the Oscorp building and ran as fast as he could to catch up to his enemy.

The general was much swifter than the doctor and made it back to the bridge before he could. Hundreds of New York citizens stood in the streets in fear. The dark lord was standing in the pouring rain, robe tattered and torn, blowing in the wind. Lightning revealed his skull-covered face to the crowd, who screamed at the very sight of it.

Grievous smiled. It had been some time since he had had any fun. He looked over his shoulder briefly.

'_It will be some time before that tentacled foe shows up. Why not play some tricks on these scared humans?'_

He slowly walked over to the cars and lifted up his robotic hand. There was a sickly silence that covered the bridge as seconds passed. After about half a minute, people began coming out of their cars. One man came particularly close and whispered, "What is that thing…?"

Grievous blinked and lifted his arm, bringing a distant car up with it. The crowd shrieked with terror that pleased Grievous, who slammed the car down on the nearby man. A crunch of bone and a shatter of cement caused the crowd to go into an uproarious panic. People ran this way and that, desperate to escape from this bridge.

"CYBORG!"

The bridge fell silent again as Grievous shot his head around. Octavius stood there, arms menacingly waving in the rain. Panic took over the citizens of New York again, for nobody enjoyed the return of an old villain. Otto ran in the general's direction and slapped him hard with a tentacle. Grievous flew into the side of a large bus, denting it severely. Octavius ran over and picked up the fallen Sith lord, throwing him into the air again.

Grievous found his chance to strike, however, and kicked the doctor hard in the temple. If not for the additional life support of his arms, Otto would've been done for right then and there (of course, that would make for a lousy story).

Grievous then attempted to punch his enemy, who dodged at nearly the last second and countered with a punch of his own. The two were now fighting fiercely, seemingly evenly matched. Grievous could kick Octavius as hard as he could, but that didn't mean that Otto wouldn't strike back with a lash of his arms.

The general grew tired of this pointless battle and decided to make it more interesting. He quickly ran from the doctor and, using the almighty Force, picked up the smashed bus he collided with. Octavius's eyes grew wide as the bus began to slam down on top of him. Quick as a flash, the arms ripped the bus in half, keeping the doctor safe from most of the harm.

Pieces of shattered glass and twisted metal rained from the sky as Doc Ock began a little juggling act of his own. He picked up two nearby taxis with effortless ease and threw one at Grievous. The dark cyborg had little time to react, but drew two lightsabors and sliced the taxi in half (whilst it was in midair). The other taxi came hurling at him only milliseconds later, but Grievous only used the Force to toss it aside like a toy.

Octavius snarled as he ran towards the general and attacked again. Grievous evaded his attacks, which gave him enough time to draw his lightsabors. Once they engaged in battle again, thousands of brilliant flashes sparked out of their melee as lightsabors collided with antemantium tentacles.

Otto tripped the general with one of his arms, giving him his chance to strike. With all four of his arms he grabbed Grievous's four lightsabor-holding arms, leaving his legs kicking and flailing in the air. Doc Ock smiled. The cyborg was defenseless and he had won. All he needed to do was…

Octavius gasped. He began feeling so light all of a sudden, as if gravity just gave up on him. He felt his feet slipping off the pavement and into the air. He stared, fear in his eyes, at Grievous, who was smiling behind his helmet. The doctor released him as his arms tried to keep him down on the ground. But Grievous knew that wasn't possible. He was keeping him in the air, using the Force. Within the few seconds his enemy was in the air, he began to feel very appreciative of the long and rigorous training his Master Sidious had taught him.

His thoughts were short lived, however, for a tentacle found a weak spot in the general's mind and broke through the Force-field, punching Grievous hard and sending him flying into a nearby pole. The Sith lord tried to hang on to the pole, but gravity took over his heavy metal exoskeleton and he fell from the bridge into the dark, murky waters.

Otto stared into the ocean with curiosity. Then, moments later, he smiled with triumph.

"I did it!" he whispered to himself happily. "I finally defeated that…alien."

'He is not dead…'

Dr. Octopus shot a look at his arm in disbelief. "How can you say that? He fell from such a great distance…nobody could've survived that fall!"

'You underestimate him…' the arm responded. 'He is a life form from another dimension. He is capable of anything…'

Otto frowned. He knew his Smart Arm was right. He removed his tinted sunglasses to get a better view of the suspension bridge cables, keeping careful eye out for anything crawling up.

Nothing. For about five minutes they stood there, completely silent, awaiting the alien-cyborg to rise out of the waters. But, for five whole minutes, they saw and heard…nothing.

Scared, worried, and some injured people began walking out of their cars to cheer Dr. Octopus's victory. Otto growled.

"Shut up!" he cried to them, making them jump a slight bit. "I need to hear!"

'Master…!'

Octavius looked up suddenly and saw an oncoming lightsabor close in on his face. Otto inhaled quickly and held his arms up over his face. A strange sound of pure energy colliding with metal filled his ears. The general was back.

**

* * *

No, this isn't the end. There is still much more to this battle. Octavius vs Grievous will continue after I update some of my other stories. Until then, PLEASE respond to this fight scene. I need responses to see which parts to change and which to keep. Thank you for reading and STAY TUNED!**

_Baa!_


	9. Those on the Side Lines

**We interupt this action-packed fighting sequence for...whatever the heck this is. I _am _writing the battle sequence, but didn't want to forget about the other people in the lives of the fighters. These POVs are vital to make sure the fight is more than just a fight. These are the people who get effected the most. Read on and enjoy!**

* * *

Spider-Man held what was left of his severed arm in pain. He was lying on his bed, sheets slighty bloodstained, as he thought of what happened to him. The last thing he remembered was that he just got his paycheck from J.J...

His head shot up as he checked his jeans pocket. He sighed with relief.

"Good," he whispered to himself. "Still there."

He lied back down and thought again. He remembered the robot monster thing attacking him. But he threw it into the ocean, didn't he? He grasped his head with his one arm. He could barely remember anything. He grasped his stub of an arm again.

"That monster did this." he whispered, deep in thought. "I couldn't beat him and he...oh my gosh, what will MJ think? I can't just take her out to dinner and say 'Oh, yeah, by the way, my arm got chopped off last night. I hope you don't mind.'" He slumped his head over. "Yeah, that'll go over well."

He closed his eyes and tried to go back to sleep. He remembered a robotic arm pulling him up from the cold waters. He opened his eyes a tad.

"Doc," he whispered. "Please be careful." Then the pain took over again, and Peter Parker cried himself to sleep.

The Emperor sat at his chair, watching the construction of the Death Star. His workers were doing a fine job, getting the battle station done far ahead of scheduel. He was looking foreward to the day the amazing power of planet destruction would be at his electric fingertips.

A low, ghastly breathing sound interupted his thoughts. Palpatine paid no attention as his new apprentice walked into his throne room and bowed.

"Master," Darth Vader boomed. "I sense a disturbance in the Force. It seems as though your new apprentice, Grievous, wasn't strong enough to take out the humans." Without turning around, the Emperor used the Force to choke his young apprentice. Vader srtuggled to grasp his throat as he felt his strength weakening.

"I find you lack of faith disturbing." Sidious stated in a voice so cold it sent shivers down even Vader's spine. Palpatine stood up. "Lord Vader, I do hope that you become more...trustworthy of the Dark Side as you grow older. This whole...'I can do it by myself' act is getting boring. You must grow with your evil, don't let it consume you."

"But the Sith thrive off of evil, Master." Vader questioned.

"Yes, they eat the darkness, but letting the darkness eat you, well...it will kill you." The Emperor laughed, memories of Darth Maul filling his mind.

Vader bowed respectfully. "Yes, my Master." He turned to leave the room, but stopped at the door and faced his dark lord. "What shall become of Lord Grievous?"

Palpatine lowered his head in thought. He quickly raised it, however, and stated, "The Force is clouded. The future is impossible to see."

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**Well, there you have it. Don't worry, the second part of the Final Battle will be up soon enough. But please review and tell me who _you _think should win. Thank you and STAY TUNED!**


	10. In the Grip of Anger

**Whoa...second to last battle scene. Will people comment this time? Who knows (I just pray that you guys do)? This one's kinda confusing but action-packed all the way, JUST THE WAY YOU LIKE IT!**

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"You'll die tonight, eight-limbed creature!" Grievous shouted as he kicked Otto hard in the stomach again. Octavius flew a few feet but his arms kept him upright. They fought with so much anger, so much determination. The people of the city were observing the battle with great interest and curiosity. They were two creatures that shouldn't exist in our world, duking it out on one of the greatest landmarks in their city. It was truly a sight to see. 

They soon figured out, however, that being this close to a clash of the titans was very dangerous. Octavius threw his adversary into the air, causing him to collapse on top of the large crowd. Screams of terror filled the air as Grievous stood up, exoskeleton now tinted with human blood, and spun his lightsabors around, killing anyone within blade distance.

Doc Ock needed to help those people, and the best way would be to get the cyborg away from them. He ran as fast as he could and picked up the creature, throwing him once again into a suspension cable.

Grievous began climbing the cable in hopes that the doctor would follow him. Otto growled as the creature began to climb.

"You're not getting away from me that easily this time!" he cried as he followed close behind. Grievous smiled from behind his mask. He knew that if the man with robot arms fell from this height into the waters, there would be no chance of survival. He continued climbing until he reached the very top of the bridge.

Once Doc Ock made it t the top, gasping for breath, one of his arms stretched out. "Now, listen to me," he started, still breathing heavily. "Why is it that you want to destroy me?"

Grievous chuckled darkly and coarsely. "You are one with the light, creature, and I am one with the dark. It is impossible for those two to be one."

Otto raised an eyebrow, then lowered them and snarled. "That's the stupidest reason I've ever heard!" he cried. "Revenge is an okay reason, and even if you wanted avenge someone. But killing me just for the sake of being evil? That's insane!"

Grievous frowned. "Think what you wish, Earth creature!" He raised his weapons. "I will kill you anyways."

He jumped forward and struck, only to be countered by his opponent's antemantium tentacles. He cringed.

_'This won't do,'_ he thought. _'His tentacles are undestroyable. I must find his weakness.'_ He jumped high in the air and attempted to slice his enemy's head off, but two robo-claws prevented him from doing that. Crying out with frustration, Grievous put one lightsabor away and Force-pushed Octavius. The doctor was prepared for this, for his opponent had done this plenty of times before. He clamped his claws down on the steel beneath him and smiled, staying in place.

"You're so predictable." He smirked. The cyborg growled and cried out again, slashing and hacking with his mighty blades. Sweat poured from Otto's face like rain as he used all the power he could muster to deflect the lightsabors.

_'How am I supposed to do this?'_ he asked himself. _'I'm spending all my time deflecting his attacks I can't possibly attack him myself.'_

_'You must distract him…'_

_'Create a diversion…'_

_'We will fight him off as much as we can. You will deliver the final blow…'_

_'We must work together. That is something this creature lacks…'_

Otto smiled, somewhat touched, as he tried to think of a way to distract the robot. "So, who are you anyways?" he finally asked in the midst of melee.

"My name is…of no importance, Earth creature!" he growled, then jumped up into the air and landed on the top of a pole. "Who are you, may I ask?"

Otto smirked. "Why should I tell you my name when you won't tell me yours?" he asked.

"I always make a point of knowing who it is I kill…" Grievous chuckled darkly. Otto grinned as well.

"So do I."

He leaped into the air and sent a tentacle to pierce through the alien, who managed to jump out of the way at the nick of time. The arm ended up only breaking through the steel pole, then joined the rest of its brothers in fighting the monster.

The fight seemed to last hours, one pointless slash of a lightsabor after another. Grievous was growing tired, especially just having fought Spider-Man and the Green Goblin. He narrowed his eyes through the sockets.

_'This battle has gone on long enough.'_

He jumped up and kicked Otto hard, then sliced a lightsabor hard on the ground in an attempt to finish him off. He missed. Grievous cursed and kicked Doc Ock again. The doctor was getting creamed. He needed to fire the first punch. So he threw grievous up in the air…again…and instead of simply letting him fall, he grabbed onto him and slammed him down into the ground, breaking a hole in the bridge.

Grievous nearly fell into the depths once again, but managed to cling onto the bottom of the bridge with his Raptor Claws. Filled with rage, Octavius ran around and began climbing to the bottom of the bridge as well. Hanging upside down, with only his tentacles keeping him up, he approached the cyborg with fire in his eyes. This needed to end now.

Grievous was hanging upside down, as well, but he was still perfectly in tune with his senses and whipped the lightsabors around violently. Otto reached one of his claws into the array of colors and crashed him through the top of the bridge again. Grievous landed with a 'thud' on the top of the bridge again and shook his head, which began to hurt a lot. Otto climbed through the hole Grievous's body had made and reached out again.

His tentacle grabbed the alien's neck, choking him. Grievous wasn't going down without a fight, however, and stuck his robotic hand out. Octavius grabbed his neck in pain. The Sith lord was using the Force choke on him.

Otto increased the strength on his grip, which only caused Grievous to do the same. Sparks flew from Grievous's neck and blood trickled down the doctors.

_'You cannot take this…'_ an arm said to him.

_'You must release him so he does the same to you…'_

Octavius lowered his eyebrows and threw Grievous farther and harder than he had ever done before. The robot crashed into another pole, this time making a huge dent in it, even cracking it a little bit.

Otto grabbed his neck again and rubbed it for comfort. He removed his cracked sunglasses so he could see better in the darkness of the night and ran towards Grievous. He wasn't going to let that thing win.

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**Congrats! You read it! Now here comes the tricky part..._review! _You know how nice that would be...?**


	11. The Power of Darkness

**Whew! Well the choice was a toughie, but I finally decided the winner to this fight. Read on to find out!**

**And now, the responses! (I haven't done these in a while. Oops)**

**anacsadder- Yay for squeeing! You never know when Peter will admit to Aunt May who he really is. But I can tell you one thing for sure: His arm will return and trigger the origin of another Spidey villain! Dun dun DUN! I'm so happy that you love Otto enough to read this story like you are. You're, like, the only one actually reading every chapter and I love that. **

**Octopus Knight: Your last review has me worried now. Well, I can't hide what has already been posted. Read on to find out the winner…You might not like it…**

**Now, the moment you all…well, some of you…have been waiting for! THE EPIC CONCLUSION TO OCTAVIUS VS. GRIEVOUS!**

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Octavius slammed a metal claw down on top of Grievous's head, denting it slightly. He was enraged. Grievous was like a blood-thirsty animal, attacking and even killing anyone who stands in his way. His new ally, Spider-Man, was in critical condition ever since the cyborg chopped most of his arm off with a lightsabor blade and tried to drown him in the ocean. Harry Osbourne, the new Green Goblin, was in a state of a coma-like shock after the alien tried to push him out his own window and watch him pummel to his death. Dozens of innocent bystanders were also dead and Octavius blamed himself.

_'If only I had gotten here sooner.'_ He thought to himself in shame. _'I would've been able to save these innocent people…'_

_'Now is not the time for despair…!'_ a tentacle cried in his mind. _'Now is the time for fighting…'_

Octavius looked up, rage filling his soul again. His arms were right. Now was the time to make up for all the evil he had done. Now was the time for redemption!

Grievous had other plans for the eight-limbed hero, however. His mind was filled with darkness. All the evil he had done was making him stronger, more powerful than anyone or anything in the galaxy. The darkness was his ultimate weapon.

He felt the Dark Side of the Force flowing through him like blood, seeping through his fingers and into his almighty blades, forged for the purity of the galaxy. His eyes shone like the fires of Mufasta, with the hatred and destruction of the Sith fused in. His ultimate goal wasn't to toy around anymore. Now he needed the crimson blood to pour from Otto's veins. He needed death.

They were both tired. Sweat beads stood on Doc Ock's brow and drenched his hair. The general's exoskeleton has dented this way and that, with oil stains trickling from his joints. They were both gasping for air _(A/N Grievous wasn't coughing like in episode three, for all of you who thought that was painfully annoying)_ and their limbs fell lifelessly from their bodies. They both knew that they would accomplish nothing if they simply stood there, lifeless, waiting for their opponent to strike. So they sprung into action, as much as it killed their sore and tired bodies.

Octavius's tentacles whacked Grievous hard in the head, but the general countered with two slashes of lightsabors, which hit Otto in the shoulder. He cried out in pain. Blood poured out of his shoulders as he collapsed to the ground. He couldn't take this much longer. He needed to finish this thing off immediately.

An antemantium uppercut attacked Grievous and knocked him off his feet, giving Otto the advantage. His arms grabbed the cyborg by all its limbs and slammed it down on the concrete again. Grievous cried out not in pain, but in pure frustration and evil.

He opened his heart to the darkness once again, letting it consume him. Darkness was his weapon and he needed it now more than ever. He used all of his energy to drop his lightsabors to the ground, shoot out his four arms, and concentrate. Ock found this to be the perfect time to strike until he felt hot, fiery pain shoot through his body. He struggled to open his eyes as he shrieked in terror. Grievous just smiled. He was using the Force Lightning, something not even his master could teach him.

_'It must be the darkness.'_ He thought to himself in his evil bionic mind. "Yes…the power of the darkness! MY DARK POWER SHALL CONSUME THIS WORLD!"

He laughed a laugh so evil and filled with hatred for all living things. Octavius couldn't concentrate on attacking or anything for that matter. His tentacles were crying out in pain and horror in his mind, giving him the nastiest of migraines. Out of his own mouth he was doing the same thing, but not because of the pain. He was accustomed to pain.

No, he was crying for his loss. He was dying. He had failed. He failed Peter, he failed the city, he failed Rosie. He had failed himself. He took one last look at his children, the four creatures who stood with him all the way. They were truly his gift, even if they were his curse. He cried out to them in his mind.

_'I'm sorry, children!'_ he screamed through his thoughts. _'I have failed you, as well! I just wish I could…do more…!'_ He was weakening. Death was upon him. He couldn't hear anything but the screams in his own head and even the world around him began to darken. It was over for him.

Before he even knew what was going on, one of his real arms grabbed a lightsabor from the ground. It was ignited and all he saw was a slash of blue light, a shriek of terror so horrible it could've only come from the pits of Hell itself, and then all went dark.

His body was unconscious, but his tentacles saw the whole thing. Otto, in a last stand against the creature, reached out to grab Anakin's lightsabor and stabbed the creature in his chest. The creature let out a scream that sounded like nails on a chalkboard, and then its body was consumed by fire. He truly looked like a demon from the underworld with the embers spewing from its eyes. The electricity stopped and the creature's body fell limply to the ground in pieces. Dr. Otto Octavius had won the fight and saved the world. The arms nodded to each other happily and carried their Father home.

**

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WHOA! Now I'm sure that coulda been better, but I think it ended pretty good. Yeah, so, sorry about lying, Octopus Knight. Your hero ended up winning after all! So, there you go, fans, the battles are over. BUT it isn't over yet! Come back soon for the last and rather important chapter of _Octavius vs. Grievous!_**

Oh, and see this little button down there that says 'Review this chapter?' Yeah, um, you're supposed to _click_ it and then _review_ my story. Get it? Good


	12. Epilogue: The Futures of Light and Dark

**Well, here it is. The final bow. The grand finale. The epilogue, if you will. The final chapter to Octavius vs. Grievous.**

**anacsadder- Unfortunately there aren't any sequels in my mind RIGHT NOW, but hard to see, the future is. I must thank you for all your fun squeeing, you crazy reviews, and your poking fun at Harry Osbourne. You've been a great reviewer and I'm gonna miss reading them when I'm all through. Thanks again (I'm gonna miss the Penguin Peaces too)**

**dr.octavius- Yeah, I wrote this story because I thought these two characters were so awesome, but they didn't get nearly enough on-screen time as I thought they should. Anyways, thanks for the review!**

**Octopus Knight- Yes! He truely did kick butt! But, seriously, was there _any_ doubt in your mind? You see, if Grievous won he would've conquered Earth and that's not cool. This way, at least, you can watch Spider-Man 1, 2 and (soon) 3 and it seems likethis whole storycould've actually happened. Same with Star Wars. I tried to keep the storylines in place. Anyways thanks for all the reviews and KEEP ROOTING FOR OCK!**

**Well, here we go…tear…**

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Things were now going slightly better for Otto Octavius. He still didn't have a job, but with Peter Parker sharing Mary Jane's money, old 'Brilliant but Lazy' decided to help his old idle by sharing some bucks with him. **

Otto did continue to become one of the greatest heroes New York City had ever seen. Most of the time he fought with Spidey, sending countless super villains off to jail. But as time went on he decided he should, as well. He left New York just about a year after his battle with Grievous. He wrote a letter to Peter a few months after he left.

_"Dear Peter,_

_I must thank you for all the money you sent me, but I'm afraid I just can't accept it any longer. You have a life as well. Besides, I'm applying for many jobs where I live now. By the way, I'm living in a small town in Nebraska, where my dear Rosie was born. It's so beautiful down here and gives me time to relax and work on small-time experiments. The people here don't yet know about my Smart Arms, and I intend to keep it that way. Anyways, I hope your arm's alright. You wrote in your last letter that it had healed and I'm very happy to hear that. So try to stay awake in Conner's class and just remember everything that your aunt taught you. She is a very wise woman indeed._

_Your Eight-Armed Friend,_

_Otto_ 'Doc Ock'_ Octavius"_

If you're wondering about your Friendly Neighborhood Spider-Man, he was just fine. True to his letter, his arm did heal. It was some sort of freak super-spider side-effect Peter didn't even know about. Some spiders have the rare ability to grow back missing legs. Man, was Parker happy to hear that. He even told his teacher, Dr. Conners, all about it (keeping out, of course, the fact that he was Spider-Man).

"Yeah, so Dr. Conners, the doctor said that some spiders have the ability to re-grow lost limbs. So he mixed up some strange antidote that made my arm grow back. Pretty crazy, huh?"

It sounded stupid in Peter's mind, but inside the mind of Kurt Conners, more thoughts were on the alibi and how it could be true.

"Peter, you're absolutely right." He said, in almost a murmur, and then ran off into his laboratory. He looked down at his stub of an arm, lost in a war. He smiled in hope. Maybe Parker was on to something. But spiders? No, no Kurt hated spiders…oh, but what about reptiles?

_'Yes, lizards can grow back missing or lost limbs as well…'_ he got lost in his thoughts. He grabbed as many books as he could about reptiles at the collage library and studied. He studied for weeks on end. He even let his student teacher teach his classes while he read on and on. Then , one day, he found it.

"This is it!" he cried. "I can do this! I have found the secret to re-growth! This could be the first possible step into immortality!" He grabbed his potion, mixed with a variety of different lizard venoms and some pinches of voodoo magic. He took one large gulp and smiled.

"This…will change everything…"

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Harry Osbourne sat in his trashed laboratory, looking over his father's notes furiously. Something wasn't right. The strength and intelligence enhancement formula wasn't strong enough. What was he to do? He grabbed a tube of green liquid and placed it on a small port next to his computer. 

"I'll show them." He growled, typing as fast as he could. "They mocked me. They said Oscorp was dead! Well, I'll show them! I'll show them all!" He reached for the green, demon-like mask that lay on the floor. A large yellow eye socket was shattered. Harry cringed.

"The Green Goblin is old school. Dead! I must don a new costume to avenge my father's death. Something more…sinister…" He pulled out a large, dusty book that was in a drawer. He blew the dust off of it, sneezed, then opened it up.

It was a book on medieval characters. He had it opened up to a chapter entitled "Demons and Goblins." He smiled as he saw a monster that looked incredibly evil. Pure evil, as a matter of fact. It had a large, orange face with a blue hood covering most of it. Harry sneered.

"I will avenge you, father," he whispered to himself, nearly insane. "Peter Parker will pay, and so will everyone else…"

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Palpatine's face filled with panic for a moment or two, then the dark lord lowered his head. He felt extreme power coming from his apprentice in this "other world" but that power was short lived. Lord Grievous had failed. 

The young Darth Vader walked quickly into the throne chamber of his master. His breathing was fast and he had trouble speaking.

"Master," he gasped. "I feel a strong disturbance in the Force, as if darkness was over-powered by a vast amount of light."

"Yes, apprentice, I feel it as well."

Vader hesitated for a moment then asked, "What does it mean, my master?"

Palpatine closed his eyes in thought. "It means that Grievous had failed. He let the darkness consume him. I warned you about that, didn't I, Lord Vader?" His apprentice nodded.

"You must learn to control darkness, not let it control you." The Emperor whispered. "You are your own strength, as you are your own enemy. By weary of the Force, Lord Vader, to avoid his fate."

Darth Vader never saw his master this way before and it worried him. He hoped that Palpatine, the strongest Sith in the galaxy, wasn't turning soft on him. He then thought that Jedi had moments like these to keep things in order, so must the Sith. He bowed respectfully and walked away.

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Grievous's exoskeleton was now in the new York Department of Scientific Research for studying. Scientists experimented on his body and the materials that it was made of. These types of metal were not existent in our world, so the scientists took this into careful consideration. 

After a few months of research, they thought if they could bring the alien cyborg back to life to carry on the experiments. They plugged the body into a life-support system and flipped a few switches. There was a brilliant flash of light and the presence of darkness began to grow...

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**Well, that's that! Sequels? If you want one but there's nothing currently on the horizon. I'm off to work on my latest story _Simmer Down, Conan_. Adios and thanks for reading!**


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